Common use of Reimbursement and Indemnification Clause in Contracts

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Section.

Reimbursement and Indemnification. Each Secured Party (aother than the Agents) The Owner Trustee shall be entitled agrees to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) reimburse the Owner Trustee's own willful misconduct, bad faith or gross negligence, Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (iix) any expenses and fees incurred by any Agent for the inaccuracy benefit of Secured Parties under this Agreement and any of the Owner Trustee's representations or warranties contained in Section 7.03 other Loan Documents, including, without limitation, counsel fees and compensation of this Agreementagents and employees paid for services rendered on behalf of the Secured Parties, (iii) taxes based on or measured by and any fees, commissions or compensation received by the Owner Trustee for acting as such other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the transactions contemplated by Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Transaction DocumentLoan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or (iv) agents, on demand, in the Owner Trustee's failure to use reasonable care to receiveamount of such Secured Party’s pro rata share of all Obligations held by such Secured Party, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any Secured Party in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any of the other Transaction Document, Loan Documents or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received any action taken or omitted by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account or any of them under this Agreement or any of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, other Loan Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and thirdnon-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); provided, to however, that the extent not paid pursuant to clause first and second within 60 days unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 SECTION 8.08 shall survive the repayment of the Obligations and the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this SectionCommitments.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunderunder this Agreement, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, except to the extent that such expenses arise out of or result from (i) o the Owner Trustee's own willful misconduct, bad faith faith, or gross negligence, (ii) o the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement7.03, (iii) o taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) o the Owner Trustee's failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereofthis Agreement. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses expenses, and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which that may be imposed on, incurred by by, or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included thereinin the Trust Estate, the administration of the Trust Estate Estate, or any action or inaction of the Owner Trustee hereunder under this Agreement or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) o the Owner Trustee's own willful misconduct, bad faith faith, or gross negligence, (ii) o the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement7.03, (iii) o taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) o the Owner Trustee's failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereof. this Agreement. (c) Any amounts payable to the Owner Trustee on account of the indemnities set forth in under this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to before payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor Holder of the R-1 Certificates, and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. Inc. (d) The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. under this Agreement. (e) Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Section.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from Each Lender agrees (i) to reimburse (x) each Agent for such Lender’s Commitment Percentage of any expenses and fees incurred by such Agent for the Owner Trustee's own willful misconductbenefit of the Lenders, bad faith Issuing Banks or gross negligenceAcceptance Lenders under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, Issuing Banks or Acceptance Lenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) each Agent for such Lender’s Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders, Issuing Banks or Acceptance Lenders that the Loan Parties have agreed to reimburse pursuant to Section 9.3 of this Agreement or pursuant to any other Loan Document and has failed to so reimburse and (ii) to indemnify and hold harmless the inaccuracy of Agents and any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreementtheir directors, (iii) taxes based on or measured by any feesofficers, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Documentemployees, or (iv) agents, on demand, in the Owner Trustee's failure to use reasonable care to receiveamount of such Lender’s Commitment Percentage, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any of them in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, of the Loan Documents or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received any action taken or omitted by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account or any of them under this Agreement or any of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, other Loan Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days Borrowers (except such as shall result from their respective gross negligence or willful misconduct). The provisions of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 8.8 shall survive the repayment of the Obligations and the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this SectionCommitments.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunderunder this Agreement, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, except to the extent that such expenses arise out of or result from (i) o the Owner Trustee's own willful misconduct, bad faith faith, or gross negligence, (ii) o the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement7.03, (iii) o taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) o the Owner Trustee's failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereofthis Agreement. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses expenses, and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which that may be imposed on, incurred by by, or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included thereinin the Trust Estate, the administration of the Trust Estate Estate, or any action or inaction of the Owner Trustee hereunder under this Agreement or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) o the Owner Trustee's own willful misconduct, bad faith faith, or gross negligence, (ii) o the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement7.03, (iii) o taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) o the Owner Trustee's failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereof. this Agreement. (c) Any amounts payable to the Owner Trustee on account of the indemnities set forth in under this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to before payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor Transferor, and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. Inc. (d) The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. under this Agreement. (e) Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Section.

Reimbursement and Indemnification. Each Lender agrees (a) The Owner Trustee shall be entitled to be reimbursed reimburse on demand each Agent for its reasonable such Lender’s Aggregate Exposure Percentage of any expenses (including reasonable attorneys' fees) and fees incurred in for the performance benefit of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor Lenders under this Agreement and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 Loan Documents, including, without limitation, counsel fees and compensation of this Agreementagents and employees paid for services rendered on behalf of the Lenders, (iii) taxes based on or measured by and any fees, commissions or compensation received by the Owner Trustee for acting as such other expense incurred in connection with any of the transactions contemplated operations or enforcement thereof, not reimbursed by this Agreement the Borrower or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage Guarantors and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified to indemnify and held hold harmless each Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any of them in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, of the Loan Documents or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received any action taken or omitted by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account or any of them under this Agreement or any of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, Loan Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction). Notwithstanding the foregoing, so long as no Event of Default shall have occurred and thirdbe continuing, the Borrower shall not be responsible for the fees and expenses of more than one primary counsel for the Administrative Agent, the Collateral Agent or the Joint Lead Arrangers and Bookrunners and, only with respect to fees and expenses incurred in connection with the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation enforcement of the Owner Trustee hereunder. LossesLoan Documents, claimsone local counsel for each relevant jurisdiction, damagesand, liabilitiesin each case, and expenses if necessary in any way attributable to defaults on the Mortgage Loans are excluded from the coverage case of the provisions an actual conflict of this Sectioninterest, an additional counsel in each such applicable jurisdiction.

Reimbursement and Indemnification. Each Lender agrees (a) The Owner Trustee shall be entitled to be reimbursed reimburse on demand each Agent for its reasonable such Xxxxxx’s Aggregate Exposure Percentage of any expenses (including reasonable attorneys' fees) and fees incurred in for the performance benefit of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor Lenders under this Agreement and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 Loan Documents, including, without limitation, counsel fees and compensation of this Agreementagents and employees paid for services rendered on behalf of the Lenders, (iii) taxes based on or measured by and any fees, commissions or compensation received by the Owner Trustee for acting as such other expense incurred in connection with any of the transactions contemplated operations or enforcement thereof, not reimbursed by this Agreement the Borrower or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage Guarantors and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified to indemnify and held hold harmless each Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any of them in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, of the Loan Documents or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received any action taken or omitted by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account or any of them under this Agreement or any of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, Loan Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction). Notwithstanding the foregoing, so long as no Event of Default shall have occurred and thirdbe continuing, the Borrower shall not be responsible for the fees and expenses of more than one primary counsel for the Administrative Agent, the Collateral Agent or the Joint Lead Arrangers and Bookrunners and, only with respect to fees and expenses incurred in connection with the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation enforcement of the Owner Trustee hereunder. LossesLoan Documents, claimsone local counsel for each relevant jurisdiction, damagesand, liabilitiesin each case, and expenses if necessary in any way attributable to defaults on the Mortgage Loans are excluded from the coverage case of the provisions an actual conflict of this Sectioninterest, an additional counsel in each such applicable jurisdiction.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunderunder this Agreement, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, except to the extent that such expenses arise out of or result from (i) o the Owner Trustee's own willful misconduct, bad faith faith, or gross negligence, (ii) o the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement7.03, (iii) o taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) o the Owner Trustee's failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereofthis Agreement. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses expenses, and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which that may be imposed on, incurred by by, or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included thereinin the Trust Estate, the administration of the Trust Estate Estate, or any action or inaction of the Owner Trustee hereunder under this Agreement or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) o the Owner Trustee's own willful misconduct, bad faith faith, or gross negligence, (ii) o the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement7.03, (iii) o taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) o the Owner Trustee's failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this SectionAgreement.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' ’ fees) incurred in the performance of its duties as Owner Trustee hereunderunder this Agreement, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, except to the extent that such expenses arise out of or result from (i) • the Owner Trustee's ’s own willful misconduct, bad faith faith, or gross negligence, (ii) • the inaccuracy of any of the Owner Trustee's ’s representations or warranties contained in Section 7.03 of this Agreement7.03, (iii) • taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) • the Owner Trustee's ’s failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereofthis Agreement. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-out of pocket costs, expenses expenses, and disbursements (including legal and consultants' ’ fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "“Liabilities"”) which that may be imposed on, incurred by by, or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included thereinin the Trust Estate, the administration of the Trust Estate Estate, or any action or inaction of the Owner Trustee hereunder under this Agreement or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) • the Owner Trustee's ’s own willful misconduct, bad faith faith, or gross negligence, (ii) • the inaccuracy of any of the Owner Trustee's ’s representations or warranties contained in Section 7.03 of this Agreement7.03, (iii) • taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) • the Owner Trustee's ’s failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereof. this Agreement. (c) Any amounts payable to the Owner Trustee on account of the indemnities set forth in under this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to before payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor Holder of the R-1 Certificates, and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. Inc. (d) The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. under this Agreement. (e) Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Section.

Reimbursement and Indemnification. Each of the Lenders severally and not jointly agrees (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not reimbursed or otherwise paid by the Borrower or any Subsidiary Borrower (pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from Section 10.5 hereof)) (i) to reimburse the Owner Trustee's own willful misconductAdministrative Agent, bad faith in the amount of its Aggregate Exposure Percentage, for any expenses and fees incurred for the benefit of the Lenders under the Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the administration or gross negligence, enforcement thereof; (ii) to indemnify and hold harmless the inaccuracy of Administrative Agent and any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreementits directors, (iii) taxes based on or measured by any feesofficers, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Documentemployees, or (iv) agents, on demand, in the Owner Trustee's failure to use reasonable care to receiveamount of its Aggregate Exposure Percentage, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any of them in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate Fundamental Documents or any action taken or inaction omitted by it or any of the Owner Trustee hereunder or them under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, Fundamental Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor and third, to Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal gross negligence or resignation willful misconduct of the Owner Trustee hereunder. LossesPerson seeking indemnification); and (iii) to indemnify and hold harmless the Issuing Lenders and any of their respective directors, claimsofficers, employees, or agents or demand in the amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, liabilitiespenalties, and actions, judgments, suits, costs expenses in or disbursements of any way attributable kind or nature whatever which may be imposed or incurred by or asserted against it relating to defaults on or arising out of the Mortgage Loans are excluded issuance of any Letters of Credit not reimbursed by the Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from the coverage gross negligence or willful misconduct of the provisions of this SectionPerson seeking indemnification).

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled Each of the Lenders agrees (i) to be reimbursed reimburse the Administrative Agent for its reasonable such Xxxxxx’s Pro Rata Share of any expenses (and fees incurred for the benefit of the Lenders under the Fundamental Documents, including reasonable attorneys' fees) counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, operations or enforcement thereof to the extent not paid pursuant to clause first within 60 days reimbursed by or on behalf of first being incurredthe Borrowers, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) to indemnify and hold harmless the inaccuracy of Administrative Agent and any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreementits directors, (iii) taxes based on or measured by any feesofficers, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Documentemployees, or (iv) the Owner Trustee's failure to use reasonable care to receiveagents, manage and disburse moneys actually received by it on demand, ratably in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless such Lender’s Percentage, from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at against, it or any time against it of them in any way relating to or arising out of the Trust Estate, any of the properties included thereinFundamental Documents or any related agreement or document, the administration of the Trust Estate or any action taken or inaction of the Owner Trustee hereunder omitted by it or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by them under any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement Fundamental Documents or any other Transaction Document, related agreement or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, seconddocument, to the extent not paid reimbursed by or on behalf of the Borrowers (except such as shall result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as determined by a court of competent jurisdiction in a final non-appealable decision). To the extent indemnification payments made by the Lenders pursuant to clause first within 60 days of first being incurred, this Section 9.6 are subsequently recovered by the Transferor and thirdAdministrative Agent from a Borrower, the Administrative Agent shall promptly refund such previously paid indemnity payments to the extent Lenders that paid them. Notwithstanding the foregoing, if there are at the time of computation of a reimbursement and/or indemnity obligation one or more Defaulting Lenders which have not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in fulfilled their obligations under this Section 8.02 9.6, the obligations of such non-performing Defaulting Lenders shall survive be reallocated among the termination other Lenders (including performing Defaulting Lenders), in proportion to the percentage of this Agreement such Lender to the aggregate percentage of all Lenders (other than that of the non-performing Defaulting Lender or Defaulting Lenders). (b) The provisions of clause (a) above are agreements among the Administrative Agent and the removal or resignation Lenders and are not for the benefit of any of the Owner Trustee hereunder. Losses, claims, damages, liabilities, Borrowers and expenses in may not be asserted by any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of Borrowers as a defense to, or a limitation of, their respective Obligations under this SectionCredit Agreement.

Reimbursement and Indemnification. Each Secured Party (aother than the Administrative Agent and the Collateral Agent) The Owner Trustee shall be entitled agrees to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) reimburse the Owner Trustee's own willful misconductAdministrative Agent and the Collateral Agent for such Secured Party’s pro rata share of outstanding Credit Extensions held by such Secured Party (or, bad faith in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or gross negligenceomissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment) of (iix) any expenses and fees incurred by such Agent for the inaccuracy benefit of Secured Parties under this Agreement and any of the Owner Trustee's representations or warranties contained in Section 7.03 other Loan Documents, including, without limitation, counsel fees and compensation of this Agreementagents and employees paid for services rendered on behalf of the Secured Parties, (iii) taxes based on or measured by and any fees, commissions or compensation received by the Owner Trustee for acting as such other expense incurred in connection with the operation or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of such Agent incurred for the benefit of the transactions contemplated by Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Transaction DocumentLoan Document and have failed to so reimburse, and (ii) indemnify and hold harmless such Agent and any of its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentage (iv) or, in the Owner Trustee's failure case of any Lender that has assigned its Commitments pursuant to use reasonable care SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to receiveacts or omissions that occurred prior to such assignment, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless such assigning Lender’s Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at against such Agent or any time against it Secured Party in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any of the other Transaction Document, Loan Documents or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received any action taken or omitted by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account or any of them under this Agreement or any of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, secondother Loan Documents, to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor Loan Parties, including, without limitation, costs of any suit initiated either by such Agent against any Secured Party or against such Agent or Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and thirdnon-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); provided, to however, that the extent not paid pursuant to clause first and second within 60 days unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 SECTION 8.09 shall survive the repayment or assignment of the Obligations and the termination of the Commitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this Agreement and the removal SECTION 8.09 with respect to acts or resignation of the Owner Trustee hereunder. Lossesomissions that occurred prior to such assignment, claims, damages, liabilities, and expenses in with respect to events which have occurred prior to any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionsuch assignment.

Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (a) The Owner Trustee shall be for any amounts not reimbursed by the Borrowers for which the Agent is entitled to be reimbursed reimbursement by a Borrower or Borrowers under the Loan Documents, (b) for its reasonable any other expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to Agent on behalf of the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., exceptLenders, in both casesconnection with the preparation, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconductexecution, bad faith or gross negligencedelivery, (ii) the inaccuracy of any administration and enforcement of the Owner Trustee's representations or warranties contained in Section 7.03 of this AgreementLoan Documents (including, (iii) taxes based on or measured by without limitation, for any fees, commissions or compensation received expenses incurred by the Owner Trustee for acting as such Agent in connection with any dispute between Agent and any Lender or between two or more of the transactions contemplated by this Agreement or Lenders) and (c) for any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against it Agent in any way relating to or arising out of the Trust EstateLoan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against Agent in connection with any dispute between Agent and any Lender or between two or more of the properties included thereinLenders), or the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy enforcement of any of the Owner Trustee's representations terms of the Loan Documents or warranties contained in Section 7.03 of this Agreementany such other documents, provided that (iiiy) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee no Lender shall be liable for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, foregoing to the extent not paid any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and (z) any indemnification required pursuant to clause first within 60 days of first being incurredSection 7.4.4 shall, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of notwithstanding the provisions of this Section, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section shall survive payment of the Obligations and Permitted Swap Obligations and termination of this Agreement.

Reimbursement and Indemnification. Each Credit Party (aother than the Agents) The Owner Trustee shall be entitled agrees to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) reimburse the Owner Trustee's own willful misconduct, bad faith or gross negligence, Agents for such Credit Party’s Commitment Percentage of (iix) any expenses and fees incurred by any Agent for the inaccuracy benefit of Credit Parties under this Agreement and any of the Owner Trustee's representations or warranties contained in Section 7.03 other Loan Documents, including, without limitation, counsel fees and compensation of this Agreementagents and employees paid for services rendered on behalf of the Credit Parties, (iii) taxes based on or measured by and any fees, commissions or compensation received by the Owner Trustee for acting as such other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties and (y) any expenses of any Agent incurred for the benefit of the transactions contemplated by Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Transaction DocumentLoan Document and have failed to so reimburse and (ii) indemnify and hold harmless each Agent and any of its directors, officers, employees, or (iv) agents, on demand, in the Owner Trustee's failure to use reasonable care to receiveamount of such Credit Party’s Commitment Percentage, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any Credit Party in any way relating to or arising out of the Trust Estate, this Agreement or any of the properties included therein, the administration of the Trust Estate other Loan Documents or any action taken or inaction omitted by it or any of them under this Agreement or any of the Owner Trustee hereunder or under the Transaction Documents, except other Loan Documents to the extent that not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Credit Party (except such Liabilities arise out as shall have been determined by a court of or result competent jurisdiction by final and non-appealable judgment to have resulted from (i) the Owner Trustee's own willful misconductgross negligence, bad faith or gross negligencewillful misconduct of such Agent); provided, (ii) however, that the inaccuracy of any of unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the Owner Trustee's representations case may be, was incurred by or warranties contained asserted against such Credit Party in Section 7.03 its capacity as such. The provisions of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 SECTION 8.08 shall survive the repayment of the Obligations and the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this SectionCommitments.

Reimbursement and Indemnification. (a) The Owner Trustee To the extent the Collateral Agent is not reimbursed and indemnified by the Borrower or any of the other Credit Parties under the respective Shared Security Documents to which they are a party, the Collateral Agent shall be entitled to reimbursement from the proceeds of Collateral, but the Collateral Agent shall have no claim against any Secured Creditor (other than against HET as, and to the extent, provided in Section 6(c) and (d) hereof) for reimbursement or indemnification. (b) Notwithstanding any provision of this Intercreditor Agreement or any Shared Security Document to the contrary, the Collateral Agent shall have the right to forbear from taking any action or exercising any remedy under any Shared Security Document or applicable law, including, without limitation, the foreclosure upon or the taking of title to any Collateral, if, in the good faith judgment of the Collateral Agent, the Collateral Agent or its officers, directors, agents or employees are not adequately indemnified by a Person acceptable to the Collateral Agent from any liability or claim (including, without limitation, any environmental liability or claim) by any person or governmental authority which would result from the taking or refraining from taking of any such action or the exercise or refraining from exercising of any such remedy; provided that the Collateral Agent acknowledges that the indemnity provided in Section 6(c) and (d) hereof shall be reimbursed adequate for purposes of this Section 6(b) for so long as such indemnity remains in effect and the initial Minimum Payment Guarantors (or successor Minimum Payment Guarantor or Minimum Payment Guarantors reasonably acceptable to the Collateral Agent) remain obligated hereunder. (c) The Minimum Payment Guarantors hereby jointly, severally and in solido indemnify, save and hold harmless and agree to defend the Collateral Agent, its reasonable officers, directors, shareholders, employees, agents and representatives (the "Indemnified Parties") from and against any and all suits, causes of action, proceedings, claims, controversies, damages, liabilities, losses, demands, costs and expenses (including reasonable attorneys' feesfees and court costs) of any kind which may at any time be brought by any Person against, or incurred by, any Indemnified Party (collectively, "Liabilities"), arising from or relating to (i) this Agreement, the Shared Security Documents or any agreement or instrument to which the Collateral Agent is a party executed in connection herewith or therewith, (ii) any Collateral, and/or (iii) any act or omission of the Collateral Agent or any other Indemnified Party in connection with the taking of any action (or the refraining from taking any action) in accordance with and as provided in this Agreement or the Shared Security Documents, excluding, with respect to any of the foregoing, (x) any and all Liabilities caused by or resulting from the gross negligence, willful misconduct or bad faith of any Indemnified Party and (y) any and all Liabilities to the extent such Liabilities are fully paid, satisfied or reimbursed by the Borrower or any other Person. The applicable Indemnified Party shall notify the Minimum Payment Guarantors in writing of any Liability subject to indemnification under this Section 6(c) then due and payable, which notice shall specify the amount of any such Liability and shall include reasonable documentation evidencing the payment or satisfaction of such Liability by such Indemnified Party or otherwise evidencing the obligation of such Indemnified Party to pay such Liability. The Minimum Payment Guarantors shall, within forty-five (45) days of receipt of such notice, pay or cause to be paid in full all amounts specified in such notice. The indemnity provided in this Section 6(c) shall be fully transferable to any successor collateral agent retained or engaged under Section 9 hereof upon the resignation of the Collateral Agent (but not upon the removal of the Collateral Agent by the Required Secured Creditors pursuant to Section 9(a) hereof. (d) Notwithstanding anything to the contrary contained in any of the Shared Security Documents or any limitation on the Collateral Agent's fees contained therein, to the extent the fees (which, for purposes of this Section 6(d), shall include, without limitation, all reasonable fees incurred by the Collateral Agent in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by obligations under this Agreement or any other Transaction Documentthe Shared Security Documents, or to be reimbursed at the Collateral Agent's customary hourly rates) and expenses (iv) the Owner Trustee's failure to use including, without limitation, reasonable care to receive, manage attorneys' fees and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee Collateral Agent as provided for acting as such and in connection with any of the transactions contemplated by this Agreement are not timely paid by the Borrower or any other Transaction DocumentPerson, the Minimum Payment Guarantors agree to reimburse and make whole the Collateral Agent for any such unpaid fees or other expenses within forty-five (iv45) days following written demand thereof from the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received Collateral Agent. (e) To the extent any amounts are paid by it in accordance with the terms hereof. Any amounts payable any Minimum Payment Guarantor to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid Collateral Agent pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionpreceding Sections 6(c) and (d), the respective Minimum Payment Guarantor shall be subrogated to the rights of the Collateral Agent to receive such amounts from the Borrower and/or from proceeds of distributions which would otherwise have been made to the Collateral Agent pursuant to Section 11(a)(i) hereof.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled Each Secured Party (other than the Administrative Agent and the Collateral Agent) agrees to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) reimburse the Owner Trustee's own willful misconductAdministrative Agent and the Collateral Agent for such Secured Party’s Pro Rata Percentage (or, bad faith in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09(a) with respect to acts or gross negligenceomissions that occurred prior to such assignment, such assigning Lender’s Pro Rata Percentage prior to such assignment) of (iix) any expenses and fees incurred by such Agent for the inaccuracy benefit of Secured Parties under this Agreement and any of the Owner Trustee's representations or warranties contained in Section 7.03 other Loan Documents, including, without limitation, counsel fees and compensation of this Agreementagents and employees paid for services rendered on behalf of the Secured Parties, (iii) taxes based on or measured by and any fees, commissions or compensation received by the Owner Trustee for acting as such other expense incurred in connection with the operation or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of such Agent incurred for the benefit of the transactions contemplated by Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Transaction DocumentLoan Document and have failed to so reimburse, and (ii) indemnify and hold harmless such Agent and any of its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Pro Rata Percentage (ivor, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09(a) the Owner Trustee's failure with respect to use reasonable care acts or omissions that occurred prior to receivesuch assignment, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless such assigning Lender’s Pro Rata Percentage prior to such assignment), from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at against such Agent or any time against it Secured Party in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any of the other Transaction Document, Loan Documents or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received any action taken or omitted by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account or any of them under this Agreement or any of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, secondother Loan Documents, to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor Loan Parties, including, without limitation, costs of any suit initiated either by such Agent against any Secured Party or against such Agent or Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and thirdnon-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); provided, to however, that the extent not paid pursuant to clause first and second within 60 days unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. (b) The provisions of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 SECTION 8.09 shall survive the repayment or assignment of the Obligations and the termination of the Commitments and, in the case of any Lender that has assigned its Commitments and/or Loans pursuant to SECTION 9.07 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this Agreement and the removal SECTION 8.09 with respect to acts or resignation of the Owner Trustee hereunder. Lossesomissions that occurred prior to such assignment, claims, damages, liabilities, and expenses in with respect to events which have occurred prior to any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionsuch assignment.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled Each Xxxxxx agrees to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunderindemnify and defend Agent and to reimburse Agent promptly on request, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from ratably: (i) for any amounts (excluding principal and interest on the Owner Trustee's own willful misconduct, bad faith or gross negligence, Loan and loan fees) not reimbursed by Xxxxxxxx for which Agent is entitled to reimbursement under the Loan Documents; (ii) for any other expenses incurred by Agent on behalf of the inaccuracy Lenders in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including fees of receivers or trustees, court costs, title company charges, filing and recording fees and reasonable attorneys’ fees and costs), if not paid by Xxxxxxxx; (iii) for any expenses incurred by Agent on behalf of the Lenders which may be necessary or desirable to preserve and maintain collateral securing any of the Owner Trustee's representations Obligations or warranties contained in Section 7.03 to perfect and maintain perfected the Liens upon such collateral, including, without limitation, any advances made to pay taxes or insurance or otherwise to preserve the Lien of this Agreement, the Mortgage or to preserve and protect the Project; (iiiiv) taxes based for any amounts and other expenses incurred by Agent on or measured by any fees, commissions or compensation received by behalf of the Owner Trustee for acting as such Lenders in connection with any of default by any Lender hereunder or under the transactions contemplated other Loan Documents, if not paid by such Lender; (v) for any expenses incurred by Agent if Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to its rights and obligations under this Agreement or Agreement; and (vi) for any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against it Agent in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate Loan Documents or any action other document delivered in connection therewith or inaction of the Owner Trustee hereunder transactions contemplated thereby, or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy enforcement of any of the Owner Trustee's representations terms thereof or warranties contained in Section 7.03 of this Agreementany such other documents. Each Lender shall, within five (iii5) taxes based on or measured by any feesdays after a demand therefor, commissions or compensation received by the Owner Trustee for acting as such in connection with any contribute its respective Ratable Share of the transactions contemplated actual (or estimated) costs and expenses incurred (or to be incurred) by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it Agent in accordance with the terms hereofof this Agreement. Any amounts payable The obligations of the Lenders under this Section 12.7 shall survive payment of the Obligations and termination of this Agreement. (b) Agent shall not have any liabilities or responsibilities to the Owner Trustee Borrower or any Borrower Party on account of the indemnities set forth in this Section 8.02 shall be payable, first, out failure of amounts any Lender to perform its obligations hereunder or under any other Loan Document or to any Lender on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation account of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in failure of Borrower or Borrower Parties or any way attributable other Lender to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionperform its obligations hereunder or under any other Loan Document.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled Lenders agree to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred reimburse and indemnify the Agent, the Co-Syndication Agents, the Arrangers and the Co-Documentation Agents ratably in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, proportion to the extent Lenders’ Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Outstanding Credit Exposure) for any amounts not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from Borrower (i) for which the Owner Trustee's own willful misconductAgent, bad faith any Co-Syndication Agent, any Arranger or gross negligenceany Co-Documentation Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the inaccuracy of Agent, any Co-Syndication Agent, any Arranger or any Co-Documentation Agent on behalf of the Owner Trustee's representations or warranties contained Lenders, in Section 7.03 connection with the preparation, execution, delivery, administration and enforcement of this Agreement, the Loan Documents and (iii) taxes based on or measured by for any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at against the Agent, any time against it Co-Syndication Agent, any Arranger or any Co-Documentation Agent in any way relating to or arising out of the Trust EstateLoan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including for any such amounts incurred by or asserted against the Agent, any Co-Syndication Agent, any Arranger or any Co-Documentation Agent in connection with any dispute between the Agent, any Co-Syndication Agent, any Arranger any Co-Documentation Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the properties included thereinterms of the Loan Documents or of any such other documents (collectively, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent “Indemnified Costs”); provided that such Liabilities arise out of or result from (i) no Lender shall be liable for any portion of the Owner Trustee's own willful misconductIndemnified Costs that are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or gross negligence, willful misconduct of the party seeking indemnification and (ii) any indemnification required pursuant to Section 3.4 shall, notwithstanding the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 provisions of this AgreementSection 10.9, (iii) taxes based on or measured by any fees, commissions or compensation received be paid by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it relevant Lender in accordance with the terms hereofprovisions thereof. Any amounts payable The failure of any Lender to reimburse the Owner Trustee on account Agent, any Co-Syndication Agent, any Arranger or any Co-Documentation Agent, as the case may be, promptly upon demand for its Pro Rata Share of any amount required to be paid by the Lenders as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Agent, any Co-Syndication Agent, any Arranger or any Co-Documentation Agent, as the case may be, for its Pro Rata Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent, any Co-Syndication Agent, Arranger or Co-Documentation Agent, as the case may be, for such other Lender’s Pro Rata Share of such amount. The obligations of the indemnities set forth in Lenders under this Section 8.02 10.9 shall be payablesurvive payment of the Obligations and termination of this Agreement. (b) Each Lender shall, firstratably in accordance with its Pro Rata Share, out of amounts on deposit in indemnify the Collection Account prior to payments on the Transferor CertificatesLC Issuers, second, and their respective Related Parties (to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor Borrower) against any cost, expense (including reasonable counsel fees and thirddisbursements), to claim, demand, action, loss or liability (except as result from such indemnitees’ gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction by final non-appealable judgment) that any such indemnitees may suffer or incur in connection with the extent not paid pursuant to clause first and second within 60 days of first being incurred, Loan Documents or any action taken or omitted by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive such indemnitee under the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this SectionLoan Documents.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in Each of the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent Lenders severally and not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from jointly agrees (i) to reimburse the Owner Trustee's own willful misconductAdministrative Agent and the Joint Lead Arrangers and their respective officers, bad faith directors, employees, agents, advisors, attorneys-in-fact or gross negligenceaffiliates, in the amount of its Aggregate Exposure Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), for any reasonable and invoiced out-of-pocket expenses and fees incurred in connection with the Fundamental Documents, including, without limitation, reasonable and invoiced out-of-pocket counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other reasonable expense incurred in connection with the administration or enforcement thereof not reimbursed by the Borrower or one of its Subsidiaries; and (ii) to indemnify and hold harmless the inaccuracy of Administrative Agent and the Joint Lead Arrangers and any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates, on demand, in the Owner Trustee's representations or warranties contained in Section 7.03 amount of this Agreement, its proportionate share (iii) taxes based on or measured by any feesits Aggregate Exposure Percentage on the date on which indemnification is sought under this Section (or, commissions or compensation received by if indemnification is sought after the Owner Trustee for acting as such date upon which the Commitments shall have terminated and the Loans shall have been paid in connection with any of the transactions contemplated by this Agreement or any other Transaction Documentfull, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it ratably in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless such Aggregate Exposure Percentages immediately prior to such date)), from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any of them in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate Fundamental Documents or any action taken or inaction omitted by it or any of the Owner Trustee hereunder or them under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, Fundamental Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor and third, to Borrower or one of its Subsidiaries (except such as shall result from the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal gross negligence or resignation willful misconduct of the Owner Trustee hereunder. Losses, claims, damages, liabilities, Person seeking indemnification as found by a final and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage nonappealable decision of the provisions a court of this Sectioncompetent jurisdiction).

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunderunder this Agreement, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, except to the extent that such expenses arise out of or result from (i) o the Owner Trustee's own willful misconduct, bad faith faith, or gross negligence, (ii) o the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement7.03, (iii) o taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) o the Owner Trustee's failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereofthis Agreement. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses expenses, and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which that may be imposed on, incurred by by, or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included thereinin the Trust Estate, the administration of the Trust Estate Estate, or any action or inaction of the Owner Trustee hereunder under this Agreement or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) o the Owner Trustee's own willful misconduct, bad faith faith, or gross negligence, (ii) o the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, 7.03, (iiic) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in under this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to before payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor Holder of the R-1 Certificates, and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. Inc. (d) The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. under this Agreement. (e) Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Section.

Reimbursement and Indemnification. The Lenders severally agree to reimburse and indemnify the Agent, the Arranger, the Syndication Agent and the Documentation Agent ratably in proportion to the Lenders’ Pro Rata Shares (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) for any amounts not reimbursed by the Borrower (a) The Owner Trustee shall be for which the Agent (any sub-agent), the Arranger, any Syndication Agent or any Documentation Agent is entitled to be reimbursed for its reasonable expenses reimbursement by the Borrower under the Loan Documents (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunderincluding, firstwithout limitation, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurredSection 9.7(a) or Section 9.7(b)), (b) for any other expenses incurred by the Transferor and thirdAgent (any sub-agent), to the extent not paid pursuant to clause first and second within 60 days of first being incurredArranger, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of any Syndication Agent or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any Documentation Agent on behalf of the Owner Trustee's representations or warranties contained in Section 7.03 of this AgreementLenders, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any the preparation, execution, delivery, administration and enforcement of the transactions contemplated by this Agreement or Loan Documents and (c) for any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at against the Agent (any time against it sub-agent), the Arranger, any Syndication Agent or any Documentation Agent in any way relating to or arising out of the Trust EstateLoan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including for any such amounts incurred by or asserted against the Agent (any sub-agent), the Arranger, any Syndication Agent or any Documentation Agent in connection with any dispute between the Agent (any sub-agent), the Arranger, any Syndication Agent, any Documentation Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the properties included thereinterms of the Loan Documents or of any such other documents (collectively, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent “Indemnified Costs”); provided that such Liabilities arise out of or result from (i) no Lender shall be liable for any portion of the Owner Trustee's own willful misconductIndemnified Costs that are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or gross negligence, willful misconduct of the party seeking indemnification and (ii) any indemnification required pursuant to Section 3.4 shall, notwithstanding the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 provisions of this AgreementSection 10.9, (iii) taxes based on or measured by any fees, commissions or compensation received be paid by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it relevant Lender in accordance with the terms hereofprovisions thereof. Any amounts payable The failure of any Lender to reimburse the Owner Trustee on account Agent (any sub-agent), the Arranger, any Syndication Agent, or any Documentation Agent, as the case may be, promptly upon demand for its Pro Rata Share of any amount required to be paid by the Lenders as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Agent (any sub-agent), the Arranger, any Syndication Agent or any Documentation Agent, as the case may be, for its Pro Rata Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent (any sub-agent), the Arranger, any Syndication Agent or Documentation Agent, as the case may be, for such other Lender’s Pro Rata Share of such amount. The obligations of the indemnities set forth in Lenders under this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 10.9 shall survive payment of the Obligations and termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this SectionAgreement.

Reimbursement and Indemnification. The Lenders severally agree to reimburse and indemnify the Agent (or any sub-agent) or any of its Related Parties, ratably in proportion to the Lenders’ Pro Rata Shares (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) for any amounts not reimbursed by the Borrower (a) The Owner Trustee shall be for which the Agent (any sub-agent) or any of its Related Parties is entitled to be reimbursed reimbursement by the Borrower under the Loan Documents (including, without limitation, pursuant to Section 9.7(a) or Section 9.7(b)), (b) for its reasonable any other expenses incurred by the Agent (including reasonable attorneys' feesany sub-agent) incurred in the performance or any of its duties as Owner Trustee hereunder, first, out of amounts Related Parties on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any behalf of the Owner Trustee's representations or warranties contained in Section 7.03 of this AgreementLenders, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any the preparation, execution, delivery, administration and enforcement of the transactions contemplated by this Agreement or Loan Documents and (c) for any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at against the Agent (any time against it sub-agent) or any of its Related Parties in any way relating to or arising out of the Trust EstateLoan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including for any such amounts incurred by or asserted against the Agent (any sub-agent) or any of its Related Parties in connection with any dispute between the Agent (any sub-agent) and any Lender or between two or more of the Lenders), or the enforcement of any of the properties included thereinterms of the Loan Documents or of any such other documents (collectively, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent “Indemnified Costs”); provided that such Liabilities arise out of or result from (i) no Lender shall be liable for any portion of the Owner Trustee's own willful misconductIndemnified Costs that are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or gross negligence, willful misconduct of the party seeking indemnification and (ii) any indemnification required pursuant to Section 3.4 shall, notwithstanding the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 provisions of this AgreementSection 10.9, (iii) taxes based on or measured by any fees, commissions or compensation received be paid by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it relevant Lender in accordance with the terms hereofprovisions thereof. Any amounts payable The failure of any Lender to reimburse the Owner Trustee on account Agent (any sub-agent) or any of its Related Parties, as the case may be, promptly upon demand for its Pro Rata Share of any amount required to be paid by the Lenders as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Agent (any sub-agent) or any of its Related Parties, as the case may be, for its Pro Rata Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent (any sub-agent) or any of its Related Parties, as the case may be, for such other Lender’s Pro Rata Share of such amount. The obligations of the indemnities set forth in Lenders under this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 10.9 shall survive payment of the Obligations and termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this SectionAgreement.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in Each of the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent Lenders severally and not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from jointly agrees (i) to reimburse the Owner Trustee's own willful misconductAdministrative Agent and its officers, bad faith directors, employees, agents, advisors, attorneys-in-fact or gross negligenceaffiliates, in the amount of its Aggregate Exposure Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), for any reasonable and invoiced out-of-pocket expenses and fees incurred in connection with the Fundamental Documents, including, without limitation, reasonable and invoiced out-of-pocket counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other reasonable expense incurred in connection with the administration or enforcement thereof not reimbursed by the Borrower or one of its Subsidiaries; and (ii) to indemnify and hold harmless the inaccuracy of Administrative Agent and the Joint Lead Arrangers and any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates, on demand, in the Owner Trustee's representations or warranties contained in Section 7.03 amount of this Agreement, its proportionate share (iii) taxes based on or measured by any feesits Aggregate Exposure Percentage on the date on which indemnification is sought under this Section (or, commissions or compensation received by if indemnification is sought after the Owner Trustee for acting as such date upon which the Commitments shall have terminated and the Loans shall have been paid in connection with any of the transactions contemplated by this Agreement or any other Transaction Documentfull, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it ratably in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless such Aggregate Exposure Percentages immediately prior to such date)), from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any of them in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate Fundamental Documents or any action taken or inaction omitted by it or any of the Owner Trustee hereunder or them under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, Fundamental Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor and third, to Borrower or one of its Subsidiaries (except such as shall result from the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal gross negligence or resignation willful misconduct of the Owner Trustee hereunder. Losses, claims, damages, liabilities, Person seeking indemnification as found by a final and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage nonappealable decision of the provisions a court of this Sectioncompetent jurisdiction).

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled Each Bank agrees to be reimbursed indemnify and defend Agent and to reimburse Agent promptly on request, ratably, except for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance Agent’s gross negligence or willful misconduct as determined by a court of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, competent jurisdiction by the Transferor a final and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from non-appealable judgment: (i) for any amounts (excluding principal and interest on the Owner Trustee's own willful misconductLoan, bad faith or gross negligence, loan fees and other amounts owing under Article 2) not reimbursed by Borrower for which Agent is entitled to reimbursement under the Loan Documents; (ii) for any other expenses incurred by Agent on behalf of the inaccuracy Banks in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including fees of receivers or trustees, court costs, title company charges, filing and recording fees and reasonable attorneys’ fees and costs), if not paid by Borrower; (iii) for any expenses incurred by Agent on behalf of the Banks and not paid or reimbursed by Borrower which may be necessary or desirable to preserve and maintain collateral securing any of the Owner Trustee's representations Obligations or warranties contained in Section 7.03 to perfect and maintain perfected the Liens upon such collateral, including, without limitation, any advances made to pay taxes or insurance or otherwise to preserve the Lien of this Agreement, the Deed of Trust or to preserve and protect the Project; (iiiiv) taxes based for any amounts and other expenses incurred by Agent on or measured by any fees, commissions or compensation received by behalf of the Owner Trustee for acting as such Banks in connection with any of default by any Bank hereunder or under the transactions contemplated other Loan Documents, if not paid by such Bank; (v) for any expenses incurred by Agent and not paid or reimbursed by Borrower if Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to its rights and obligations under this Agreement or Agreement; and (vi) for any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against it Agent in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate Loan Documents or any action other document delivered in connection therewith or inaction of the Owner Trustee hereunder transactions contemplated thereby, or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy enforcement of any of the Owner Trustee's representations terms thereof or warranties contained in Section 7.03 of this Agreementany such other documents, which are not paid or reimbursed by Borrower. Each Bank shall, within five (iii5) taxes based on or measured by any feesdays after a demand therefor, commissions or compensation received by the Owner Trustee for acting as such in connection with any contribute its respective Ratable Share of the transactions contemplated actual (or estimated) costs and expenses incurred (or to be incurred) by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it Agent in accordance with the terms hereofof this Agreement. Any amounts payable The obligations of the Banks under this Section 13.7 shall survive payment of the Obligations and termination of this Agreement. (b) Agent shall not have any liabilities or responsibilities to the Owner Trustee Borrower or any Borrower Party on account of the indemnities set forth in this Section 8.02 shall be payable, first, out failure of amounts any Bank to perform its obligations hereunder or under any other Loan Document or to any Bank on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation account of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in failure of Borrower or Borrower Parties or any way attributable other Bank to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionperform its obligations hereunder or under any other Loan Document.

Reimbursement and Indemnification. (a) The Owner Each Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' ’ fees) incurred in the performance of its duties as Owner Trustee hereunderunder this Agreement, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, except to the extent that such expenses arise out of or result from from (i) the Owner such Trustee's ’s own willful misconduct, bad faith faith, or gross negligence, , (ii) the inaccuracy of any of the Owner such Trustee's ’s representations or warranties contained in Section 7.03 of this Agreement, 7.03, (iii) taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner such Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or or (iv) the Owner such Trustee's ’s failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereofof this Agreement. (b) The Owner Each Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses expenses, and disbursements (including reasonable legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "“Liabilities"”) which that may be imposed on, incurred by by, or asserted at any time against it in any way relating to or arising out of the Owner Trust Estate, any of the properties included thereinin the Owner Trust Estate, the administration of the Owner Trust Estate Estate, or any action or inaction of the Owner such Trustee hereunder under this Agreement or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from from (i) the Owner such Trustee's ’s own willful misconduct, bad faith faith, or gross negligence, , (ii) the inaccuracy of any of the Owner such Trustee's ’s representations or warranties contained in Section 7.03 of this Agreement, 7.03, (iii) taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner such Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or or (iv) the Owner such Trustee's ’s failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereof. this Agreement. (c) Any amounts payable to the Owner a Trustee on account of the indemnities set forth in under this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Certificate Distribution Account prior to before payments on the Transferor Certificates, and second, to the extent not paid pursuant to clause first within 60 sixty (60) days of first being incurred, by the Transferor Reacquisition Parties, jointly and thirdseverally. Notwithstanding anything set forth in this Agreement, the Owner acknowledges that Franklin Credit Holding Corporation has no obligations or liabilities to any Person arising out of this Agreement, including the extent not paid pursuant to clause first Trustees, the Administrator, the Certificateholders and second within 60 days each of first being incurredtheir respective assigns, by Countrywide Home Loansofficers, Inc. directors, agents and employees. (d) The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner a Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of under this SectionAgreement.

Reimbursement and Indemnification. Each Lender agrees (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, if and to the extent not promptly reimbursed by Borrower, to reimburse Administrative Agent, in accordance with such Lender's Pro Rata Share of the Advances to which the same relate (except as provided below in this Section 8.7), on demand, for reasonable fees, costs and expenses incurred for the benefit of Lenders under the Loan Papers, including, without limitation, reasonable counsel fees and compensation of agents and employees paid pursuant to clause first within 60 days for services rendered on behalf of first being incurredLenders, by and any other reasonable expense incurred in connection with the Transferor preparation, execution, administration, monitoring or enforcement thereof, (b) if and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, promptly indemnified by Countrywide Home Loans, Inc., except, in both casesBorrower, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of indemnify and hold harmless Administrative Agent and any of the Owner Trustee's representations its officers, directors, employees, attorneys or warranties contained in Section 7.03 of this Agreementagents, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with such Lender's Pro Rata Share of the terms hereof. Advances to which the same relate (b) The Owner Trustee is hereby indemnified and held harmless except as provided below in this Section 8.7), on demand, from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any of them in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, Loan Paper or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received any action taken or omitted by it or any of them under this Agreement or any other Loan Paper (except such as shall result from their gross negligence or willful misconduct), and (c) that Administrative Agent may offset distributions of principal, interest and fees due to a Lender by the amount of unreimbursed amounts due and owing in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account provisions of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, 8.7 if such Lender has not reimbursed or indemnified Administrative Agent upon a written request by Administrative Agent for reimbursement or indemnification. If and to the extent not paid pursuant that Administrative Agent, in its discretion, determines that any amount to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal be reimbursed or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Section.indemnified

Reimbursement and Indemnification. Each Secured Party (aother than the Agents) The Owner Trustee shall be entitled agrees to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) reimburse the Owner Trustee's own willful misconductAgents for such Secured Party’s pro rata share of outstanding Obligations held by such Secured Party (or, bad faith in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.08 with respect to acts or gross negligenceomissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment) of (iix) any expenses and fees incurred by any Agent for the inaccuracy benefit of Secured Parties under this Agreement and any of the Owner Trustee's representations or warranties contained in Section 7.03 other Loan Documents, including, without limitation, counsel fees and compensation of this Agreementagents and employees paid for services rendered on behalf of the Secured Parties, (iii) taxes based on or measured by and any fees, commissions or compensation received by the Owner Trustee for acting as such other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the transactions contemplated by Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Transaction DocumentLoan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentage (iv) or, in the Owner Trustee's failure case of any Lender that has assigned its Commitments pursuant to use reasonable care SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.08 with respect to receiveacts or omissions that occurred prior to such assignment, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless such assigning Lender’s Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any Secured Party in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any of the other Transaction Document, Loan Documents or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received any action taken or omitted by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account or any of them under this Agreement or any of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, other Loan Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and thirdnon-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); provided, to however, that the extent not paid pursuant to clause first and second within 60 days unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 SECTION 8.08 shall survive the repayment of the Obligations and the termination of the Commitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this Agreement and the removal SECTION 8.08 with respect to acts or resignation of the Owner Trustee hereunder. Lossesomissions that occurred prior to such assignment, claims, damages, liabilities, and expenses in with respect to events which have occurred prior to any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionsuch assignment.

Reimbursement and Indemnification. Each of the Lenders severally and not jointly agrees (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not reimbursed or otherwise paid by the Borrower (pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from Section 9.5 hereof)) (i) to reimburse the Owner Trustee's own willful misconductAdministrative Agent, bad faith in the amount of its proportionate share of the Total Commitment in effect on the date on which such reimbursement is sought (or, if reimbursement is sought after the date upon which the Total Commitment shall have been terminated in its entirety, in the amount of its proportionate share of the Total Commitment immediately prior to such date), for any expenses and fees incurred for the benefit of the Lenders under the Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the administration or gross negligence, enforcement thereof; (ii) to indemnify and hold harmless the inaccuracy of Administrative Agent and any of its directors, officers, employees, or agents, on demand, in the Owner Trustee's representations or warranties contained in Section 7.03 amount of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any its proportionate share of the transactions contemplated by this Agreement or any other Transaction DocumentTotal Commitment in effect on the date on which such indemnification is sought (or, or (iv) if indemnification is sought after the Owner Trustee's failure date upon which the Total Commitment shall have been terminated in its entirety, in the amount of its proportionate share of the Total Commitment immediately prior to use reasonable care to receivesuch date), manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any of them in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate Fundamental Documents or any action taken or inaction omitted by it or any of the Owner Trustee hereunder or them under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, Fundamental Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor and third, to Borrower or one of its Subsidiaries (except such as shall result from the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal gross negligence or resignation willful misconduct of the Owner Trustee hereunder. LossesPerson seeking indemnification); and (iii) to indemnify and hold harmless the Issuing Lenders and any of their respective directors, claimsofficers, employees, or agents or demand in the amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, liabilitiespenalties, and actions, judgments, suits, costs expenses in or disbursements of any way attributable kind or nature whatever which may be imposed or incurred by or asserted against it relating to defaults on or arising out of the Mortgage Loans are excluded issuance of any Letters of Credit not reimbursed by the Borrower or one of its Subsidiaries (except such as shall result from the coverage gross negligence or willful misconduct of the provisions of this SectionPerson seeking indemnification).

Reimbursement and Indemnification. Each Secured Party (aother than the Agents) The Owner Trustee shall be entitled agrees to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) reimburse the Owner TrusteeAgents for such Secured Party’s pro rata share of outstanding Credit Extensions held by such Secured Party (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender's own willful misconductobligations under this SECTION 8.08 with respect to acts or omissions that occurred prior to such assignment, bad faith or gross negligence, such assigning Lender's Commitment Percentage prior to such assignment) of (iix) any expenses and fees incurred by any Agent for the inaccuracy benefit of Secured Parties under this Agreement and any of the Owner Trustee's representations or warranties contained in Section 7.03 other Loan Documents, including, without limitation, counsel fees and compensation of this Agreementagents and employees paid for services rendered on behalf of the Secured Parties, (iii) taxes based on or measured by and any fees, commissions or compensation received by the Owner Trustee for acting as such other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the transactions contemplated by Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Transaction DocumentLoan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentage (iv) or, in the Owner Trusteecase of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender's failure obligations under this SECTION 8.08 with respect to use reasonable care acts or omissions that occurred prior to receivesuch assignment, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless such assigning Lender's Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any Secured Party in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any of the other Transaction Document, Loan Documents or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received any action taken or omitted by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account or any of them under this Agreement or any of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, other Loan Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and thirdnon-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); provided, to however, that the extent not paid pursuant to clause first and second within 60 days unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 SECTION 8.08 shall survive the repayment of the Obligations and the termination of the Commitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender's obligations under this Agreement and the removal SECTION 8.08 with respect to acts or resignation of the Owner Trustee hereunder. Lossesomissions that occurred prior to such assignment, claims, damages, liabilities, and expenses in with respect to events which have occurred prior to any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionsuch assignment.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in Each of the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from Lenders agrees (i) to reimburse the Owner Trustee's own willful misconductAdministrative Agent and the Issuing Banks for such Lender’s applicable Percentage of any expenses and fees incurred for the benefit of the Lenders under the Fundamental Documents, bad faith including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or gross negligence, enforcement thereof not reimbursed by or on behalf of the Borrower and (ii) to indemnify and hold harmless the inaccuracy of Administrative Agent, any of its Related Parties and the Owner Trustee's representations or warranties contained in Section 7.03 of this AgreementIssuing Banks, (iii) taxes based on or measured by any feesdemand, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless such Lender’s Percentage, from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at against, any time against it of them in any way relating to or arising out of the Trust Estateany Fundamental Documents or any related agreement or document, any of the properties included therein, the administration of the Trust Estate or any action taken or inaction omitted by it or any of the Owner Trustee hereunder or them under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement Fundamental Documents or any other Transaction Document, related agreement or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, seconddocument, to the extent not paid reimbursed by or on behalf of the Borrower or any other Credit Party (except such as shall result from their gross negligence or willful misconduct). To the extent indemnification payments made by the Lenders pursuant to clause first within 60 days of first being incurred, this Section 10.5 are subsequently recovered by the Transferor Administrative Agent, or the Issuing Banks from a Credit Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders. Notwithstanding the foregoing, if there are at the time of computation of a reimbursement and/or indemnity obligation one or more Defaulting Lenders which have not fulfilled their obligations under this Section 10.5, the obligations of such non-performing Defaulting Lenders shall be reallocated among the other Lenders (including performing Defaulting Lenders), in proportion to the percentage of such Lender to the aggregate percentage of all Lenders (other than that of the non-performing Defaulting Lender or Defaulting Lenders). (b) The provisions of Section 10.5(a) are agreements among the Administrative Agent and thirdthe Lenders and are not for the benefit of any of the Credit Parties and may not be asserted by any of the Credit Parties as a defense to, or a limitation of, their respective Obligations under this Credit Agreement. (i) Each Lender (including, for purposes of this Section 10.5(c), each Issuing Bank) hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not paid pursuant assert, and hereby waives, as to clause first and second within 60 days the Administrative Agent, any claim, counterclaim, defense or right of first being incurredset-off or recoupment with respect to any demand, claim or counterclaim by Countrywide Home Loansthe Administrative Agent for the return of any Payments received, Inc. The indemnities contained in including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 8.02 10.5(c) shall be conclusive, absent manifest error. (ii) Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (iii) The Borrower and each other Credit Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Credit Party. (iv) Each party’s obligations under this Section 10.5(c) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of this Agreement the Revolving Credit Commitments, the Term A Loan Commitments and the removal Term B Loan Commitments or resignation the repayment, satisfaction or discharge of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in all Obligations under any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this SectionFundamental Document.

Reimbursement and Indemnification. Lender agrees (ai) The Owner Trustee shall be entitled to be reimbursed reimburse the Administrative Agent for its reasonable any expenses (including reasonable attorneys' fees) and fees incurred for the benefit of Lender under the Credit Facility Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of Lender, and any other expense incurred in connection with the performance operations or enforcement thereof not reimbursed by Borrower or one of its duties as Owner Trustee hereunderSubsidiaries, firstand (ii) to indemnify the Administrative Agent and any of its directors, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificatesofficers, secondemployees or agents, upon demand (to the extent not paid pursuant reimbursed by Borrower and without limiting the obligation of Borrower to clause first within 60 days of first being incurreddo so), by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may at any time (including, without limitation, at any time following the payment of the Note) be imposed on, incurred by or asserted at any time against it or them in any way relating to or arising out of the Trust Estatethis Agreement, any of the properties included therein, other Credit Facility Documents or any documents contemplated by or referred to herein or therein or the administration of the Trust Estate transactions contemplated hereby or thereby or any action taken or inaction of the Owner Trustee hereunder omitted by it or them under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement foregoing; PROVIDED, HOWEVER, that Lender shall not be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or any other Transaction Document, disbursements resulting solely from the gross negligence or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account willful misconduct of the indemnities set forth Person seeking indemnification. The agreements in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 SECTION 10.07 shall survive the termination of this Agreement and the removal or resignation payment of the Owner Trustee Note and all other amounts payable hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Section.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in Each of the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from New Term Lenders agrees (i) to reimburse the Owner TrusteeAdministrative Agent for such New Term Lender's own willful misconductpro rata share (determined at the time such reimbursement is sought hereunder) of any expenses and fees incurred for the benefit of the New Term Lenders under the Loan Documents, bad faith including, without limitation, counsel fees and compensation of agents, employees, financial advisors and other professionals paid for services rendered for the benefit of the New Term Lenders, and any other expense incurred in connection with the operation or gross negligence, administration of the Loan Documents or the enforcement thereof not reimbursed by or on behalf of the Borrower and (ii) to indemnify and hold harmless the inaccuracy of Administrative Agent, and any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreementits directors, (iii) taxes based on or measured by any feesofficers, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Documentemployees, or (iv) agents, on demand, in the Owner Trustee's failure to use reasonable care to receiveamount of its pro rata share, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at against, it or any time against it of them in any way relating to or arising out of the Trust Estate, any of the properties included thereinLoan Documents or any related agreement or document, the administration of the Trust Estate or any action taken or inaction omitted by it or any of the Owner Trustee hereunder or them under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement Loan Documents or any other Transaction Document, related agreement or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, seconddocument, to the extent not paid reimbursed by or on behalf of the Borrower or any other Loan Party (except such as shall result from the gross negligence or willful misconduct of the Person to be indemnified or held harmless, as applicable. To the extent indemnification payments made by the New Term Lenders pursuant to clause first within 60 days of first being incurred, this Section 9.6 are subsequently recovered by the Transferor and thirdAdministrative Agent or from a Loan Party, the 100 Administrative Agent will promptly refund such previously paid indemnity payments to the extent not paid New Term Lenders. The obligations of the New Term Lenders pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 9.6 shall survive the termination of this Agreement and the earlier registration or removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this SectionAdministrative Agent or Bank Credit Termination Date.

Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (a) The Owner Trustee shall be for any amounts not reimbursed by the Borrowers for which Agent is entitled to be reimbursed reimbursement by a Borrower or Borrowers under the Loan Documents, (b) for its reasonable any other expenses (including reasonable attorneys' fees) incurred in by Agent on behalf of the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., exceptLenders, in both casesconnection with the preparation, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconductexecution, bad faith or gross negligencedelivery, (ii) the inaccuracy of any administration and enforcement of the Owner Trustee's representations or warranties contained in Section 7.03 of this AgreementLoan Documents (including, (iii) taxes based on or measured without limitation, for any expenses incurred by any fees, commissions or compensation received by the Owner Trustee for acting as such Agent in connection with any dispute between Agent and any Lender or between two or more of the transactions contemplated by this Agreement or Lenders) and (c) for any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against it Agent in any way relating to or arising out of the Trust EstateLoan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against Agent in connection with any dispute between Agent and any Lender or between two or more of the properties included thereinLenders), or the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy enforcement of any of the Owner Trustee's representations terms of the Loan Documents or warranties contained in Section 7.03 of this Agreementany such other documents, provided that (iiiy) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee no Lender shall be liable for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, foregoing to the extent not paid any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Agent and (z) any indemnification required pursuant to clause first within 60 days of first being incurredSection 7.4.4 shall, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of notwithstanding the provisions of this Section, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section shall survive payment of the Obligations and Permitted Swap Obligations and termination of this Agreement.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in Each of the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from Lenders agrees (i) to reimburse the Owner Trustee's own willful misconductAdministrative Agent and the Issuing Banks for such Lender’s applicable Percentage of any expenses and fees incurred for the benefit of the Lenders under the Fundamental Documents, bad faith including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or gross negligence, enforcement thereof not reimbursed by or on behalf of the Borrower and (ii) to indemnify and hold harmless the inaccuracy of Administrative Agent, any of its Related Parties and the Owner Trustee's representations or warranties contained in Section 7.03 of this AgreementIssuing Banks, (iii) taxes based on or measured by any feesdemand, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless such Lender’s Percentage, from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at against, any time against it of them in any way relating to or arising out of the Trust Estateany Fundamental Documents or any related agreement or document, any of the properties included therein, the administration of the Trust Estate or any action taken or inaction omitted by it or any of the Owner Trustee hereunder or them under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement Fundamental Documents or any other Transaction Document, related agreement or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, seconddocument, to the extent not paid reimbursed by or on behalf of the Borrower or any other Credit Party (except such as shall result from their gross negligence or willful misconduct). To the extent indemnification payments made by the Lenders pursuant to clause first within 60 days of first being incurred, this Section 10.5 are subsequently recovered by the Transferor Administrative Agent, or the Issuing Banks from a Credit Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders. Notwithstanding the foregoing, if there are at the time of computation of a reimbursement and/or indemnity obligation one or more Defaulting Lenders which have not fulfilled their obligations under this Section 10.5, the obligations of such non-performing Defaulting Lenders shall be reallocated among the other Lenders (including performing Defaulting Lenders), in proportion to the percentage of such Lender to the aggregate percentage of all Lenders (other than that of the non-performing Defaulting Lender or Defaulting Lenders). (b) The provisions of Section 10.5(a) are agreements among the Administrative Agent and thirdthe Lenders and are not for the benefit of any of the Credit Parties and may not be asserted by any of the Credit Parties as a defense to, or a limitation of, their respective Obligations under this Credit Agreement. (c) (i) Each Lender (including, for purposes of this Section 10.5(c), each Issuing Bank) hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not paid pursuant assert, and hereby waives, as to clause first and second within 60 days the Administrative Agent, any claim, counterclaim, defense or right of first being incurredset-off or recoupment with respect to any demand, claim or counterclaim by Countrywide Home Loansthe Administrative Agent for the return of any Payments received, Inc. The indemnities contained in including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 8.02 10.5(c) shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Lossesbe conclusive, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionabsent manifest error.

Reimbursement and Indemnification. Each of the Lenders severally and not jointly agrees (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not reimbursed or otherwise paid by the Borrower (pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from Section 10.5 hereof)) (i) to reimburse the Owner Trustee's own willful misconductAdministrative Agent, bad faith in the amount of its proportionate share of the aggregate principal amount of Loans outstanding hereunder on the date on which such reimbursement is sought (or, if indemnification is sought after the date upon which the Loans shall have been repaid in full, in the amount of its proportionate share of the aggregate principal amount of Loans outstanding hereunder immediately prior to such date), for any expenses and fees incurred for the benefit of the Lenders under the Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the administration or gross negligence, enforcement thereof and (ii) to indemnify and hold harmless the inaccuracy of Administrative Agent and any of its directors, officers, employees, or agents, on demand, in the Owner Trustee's representations or warranties contained in Section 7.03 amount of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any its proportionate share of the transactions contemplated by this Agreement or any other Transaction Documentaggregate principal amount of Loans outstanding hereunder on the date on which such indemnification is sought (or, or (iv) if indemnification is sought after the Owner Trustee's failure date upon which the Loans shall have been repaid in full, in the amount of its proportionate share of the aggregate principal amount of Loans outstanding hereunder immediately prior to use reasonable care to receivesuch date), manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any of them in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate Fundamental Documents or any action taken or inaction omitted by it or any of the Owner Trustee hereunder or them under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, Fundamental Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor and third, to Borrower or one of its Subsidiaries (except such as shall result from the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal gross negligence or resignation willful misconduct of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this SectionPerson seeking indemnification).

Reimbursement and Indemnification. (a) 7.1. The Owner Trustee shall be entitled Bank agrees to be reimbursed for reimburse Inverbeg, its reasonable expenses (including reasonable attorneys' fees) incurred in directors, officers, direct and indirect shareholders, and each person, if any, who controls Inverbeg within the performance meaning of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any Section 15 of the Owner Trustee's representations U.S. Securities Act of 1933, as amended (the “Securities Act”) or warranties contained Section 20 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”; each such person in Section 7.03 respect of this Agreementthe entity so controlled, (iii) taxes based on a “Controlling Person”), for all reasonable costs or measured by any feesexpenses, commissions or compensation received by including the Owner Trustee for acting as such reasonable fees and expenses of lawyers, accountants, investigators and experts, incurred in connection with investigating or defending any claim or action brought or threatened against it relating to Section 15 of the transactions contemplated by this Agreement Securities Act or any other Transaction DocumentSection 20 of the Exchange Act in connection with Inverbeg holding the Shares. To the extent practicable, or (iv) the Owner Trustee's failure to Inverbeg shall use reasonable care endeavours to receiveseek the prior approval of the Bank for any quote for fees or expenses subject to this Clause 7.1. Notwithstanding the foregoing, manage and disburse moneys actually received by it the Bank shall not be obliged to reimburse Inverbeg pursuant to this Clause 7.1 in accordance with respect of any costs or expenses relating to a claim or action based upon a cause of action that accrued after the terms hereofday which is one year after the date of the ordinary general meeting of the Company in 2014. (b) 7.2. The Owner Trustee is hereby indemnified Bank agrees to indemnify and held hold harmless Inverbeg’s directors, officers, direct and indirect shareholders and each Controlling Person of Inverbeg, from and against any and all liabilitieslosses, obligations, indemnity obligations, losses (excluding loss of anticipated profits)claims, damages, claimsliabilities and judgments that arise out of, actionsor are based upon Section 15 of the Securities Act or Section 20 of the Exchange Act in connection with Inverbeg holding the Shares and that relate to the obligations that Inverbeg agrees to be bound by under this Deed, suitsthe Restructuring Agreement, judgmentsthe New Equity Designation Notice or the Subscription List. Notwithstanding the foregoing, out-of-pocket coststhe Bank shall not be obligated to indemnify Inverbeg or such other persons pursuant to this Clause 7.2 (i) in an aggregate amount in excess of USD 8,000,000, (ii) in respect of any costs or expenses relating to a claim or action based upon a cause of action that accrued after the day which is one year after the date of the ordinary general meeting of the Company in 2014, or (iii) in respect of a claim based upon actions of Inverbeg beyond those taken in compliance with its obligations under this Deed, the Restructuring Agreement, the New Equity Designation Notice or the Subscription List and disbursements where Inverbeg has been determined to have acted in bad faith, or with gross negligence, or with wilful misconduct, or in breach of applicable US securities law. For the avoidance of doubt, any obligation of the Bank to indemnify Inverbeg or such other persons pursuant to this Clause 7.2 shall expire once all relevant statutes of limitation and repose (including legal and consultants' fees and expensesany relevant tolling periods) and taxes of have expired. 7.3. If any kind and nature whatsoever (collectively, the "Liabilities") claim or action for which may reimbursement or indemnification is available under this Clause 7 shall be imposed on, incurred by brought or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate Inverbeg or any action or inaction of such other persons, Inverbeg shall promptly notify the Owner Trustee hereunder or Bank thereof in writing; provided that the failure to notify the Bank shall not relieve it from any liability that it may have under the Transaction Documents, this Clause 7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defences) by such Liabilities arise out failure; and provided, further, that the failure to notify the Bank shall not relieve it from any liability that it may have to Inverbeg otherwise than under this Clause 7. If any such proceeding shall be brought or asserted against Inverbeg and it shall have notified the Bank thereof, Inverbeg shall retain counsel reasonably satisfactory to the Bank to represent Inverbeg and any others entitled to indemnification pursuant to this Clause 7 that Inverbeg may designate in such proceeding and the Bank shall pay the costs and expenses of or result from (i) such proceeding and the Owner Trustee's own willful misconductfees and expenses of such counsel related to such proceeding. It is understood and agreed that the Bank shall not, bad faith or gross negligencepursuant to this Clause 7, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified persons, unless an indemnified person shall have reasonably concluded that there may be legal defences available to it that are different from or in addition to those available to one or more other indemnified persons or that representation of all indemnified persons by the transactions contemplated by this Agreement same counsel would be inappropriate due to actual or any other Transaction Documentpotential differing interests between them, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable if reasonably practicable prior notice of such engagement shall be given to the Owner Trustee on account of the indemnities set forth in this Section 8.02 Bank. All such fees and expenses shall be payablereimbursed as they are incurred and subject to the submission of duly documented invoices. 7.4. Each person entitled to reimbursement or indemnification under this clause who is not a party to this Deed (each a “Third Party”) shall have the right under the Contract (Rights of Third Parties) Act, first1999, out of amounts on deposit in to enforce its rights against the Collection Account prior to payments on the Transferor CertificatesBank, second, provided that except to the extent not paid pursuant to clause first within 60 days of first being incurred, notified by the Transferor and third, Inverbeg to the extent not paid pursuant to clause first and second within 60 days Bank in writing, Inverbeg will have the sole conduct of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation any such action on behalf of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionrelevant person so reimbursed or indemnified.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunderunder this Agreement, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, except to the extent that such expenses arise out of or result from (i) o the Owner Trustee's own willful misconduct, bad faith faith, or gross negligence, (ii) o the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement7.03, (iii) o taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) o the Owner Trustee's failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereofof this Agreement. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses expenses, and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which that may be imposed on, incurred by by, or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included thereinin the Trust Estate, the administration of the Trust Estate Estate, or any action or inaction of the Owner Trustee hereunder under this Agreement or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) o the Owner Trustee's own willful misconduct, bad faith faith, or gross negligence, (ii) o the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement7.03, (iii) o taxes based on or measured by any fees, commissions commissions, or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) o the Owner Trustee's failure to use reasonable care to receive, manage manage, and disburse moneys actually received by it in accordance with the terms hereof. this Agreement. (c) Any amounts payable to the Owner Trustee on account of the indemnities set forth in under this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to before payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor Transferor, and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. Inc. (d) The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. under this Agreement. (e) Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Section.

Reimbursement and Indemnification. Each Secured Party (aother than the Administrative Agent and the Collateral Agent) The Owner Trustee shall be entitled agrees to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) reimburse the Owner Trustee's own willful misconductAdministrative Agent and the Collateral Agent for such Secured Party’s pro rata share of outstanding Credit Extensions held by such Secured Party (or, bad faith in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or gross negligenceomissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment) of (iix) any expenses and fees incurred by such Agent for the inaccuracy benefit of Secured Parties under this Agreement and any of the Owner Trustee's representations or warranties contained in Section 7.03 other Loan Documents, including, without limitation, counsel fees and compensation of this Agreementagents and employees paid for services rendered on behalf of the Secured Parties, (iii) taxes based on or measured by and any fees, commissions or compensation received by the Owner Trustee for acting as such other expense incurred in connection with the operation or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of such Agent incurred for the benefit of the transactions contemplated by Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Transaction DocumentLoan Document and have failed to so reimburse, and (ii) indemnify and hold harmless such Agent and any of its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentage (iv) or, in the Owner Trustee's failure case of any Lender that has assigned its Commitments pursuant to use reasonable care SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to receiveacts or omissions that occurred prior to such assignment, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless such assigning Lender’s Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any Secured Party in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any of the other Transaction Document, Loan Documents or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received any action taken or omitted by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account or any of them under this Agreement or any of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, other Loan Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor Loan Parties, including, without limitation, costs of any suit initiated either by such Agent against any Secured Party or against such Agent or Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and thirdnon-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); provided, to however, that the extent not paid pursuant to clause first and second within 60 days unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 SECTION 8.09 shall survive the repayment or assignment of the Obligations and the termination of the Commitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this Agreement and the removal SECTION 8.09 with respect to acts or resignation of the Owner Trustee hereunder. Lossesomissions that occurred prior to such assignment, claims, damages, liabilities, and expenses in with respect to events which have occurred prior to any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionsuch assignment.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled Committed Lenders agree to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in reimburse and indemnify the performance Facility Agent, the Paying Agent, the Documentation Agent and the Calculation Agent and each of its duties their respective officers, directors, employees, representatives and agents ratably according to their Commitments, as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, secondapplicable, to the extent not paid pursuant to clause first within 60 days of first being incurred, or reimbursed by the Transferor Borrower (i) for any amounts for which such Agent, acting in its capacity as an Agent, is entitled to reimbursement by the Borrower hereunder and third(ii) for any other expenses incurred by such Agent, in its capacity as an Agent, and acting on behalf of the Lenders or the Secured Parties, in connection with the administration and enforcement of this Agreement and the other Transaction Documents; provided, however, that an Agent shall {B2297203; 11} - 78 - not be entitled to reimbursement or indemnification under this Section 10.6(a) for amounts or expenses resulting from the gross negligence, willful misconduct or bad faith of such Agent. (b) The Committed Lenders in each Lender Group agree to reimburse and indemnify the Managing Agent for such Lender Group and its officers, directors, employees, representatives and agents ratably according to their Commitments, as applicable, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, or reimbursed by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from Borrower (i) for any amounts for which such Managing Agent, acting in its capacity as Managing Agent, is entitled to reimbursement by the Owner Trustee's own willful misconduct, bad faith or gross negligence, Borrower hereunder and (ii) the inaccuracy of for any other expenses incurred by such Managing Agent, in its capacity as Managing Agent, and acting on behalf of the Owner Trustee's representations or warranties contained Lenders in Section 7.03 of this Agreementits Lender Group, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination enforcement of this Agreement and the removal other Transaction Documents; provided, however, that a Managing Agent shall not be entitled to reimbursement or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and indemnification under this Section 10.6(b) for amounts or expenses in any way attributable to defaults on the Mortgage Loans are excluded resulting from the coverage gross negligence, willful misconduct or bad faith of the provisions of this Sectionsuch Managing Agent.

Reimbursement and Indemnification. (a) The Owner Trustee To the extent the Collateral Agent is not reimbursed and indemnified by the Company or any of the other Credit Parties under the respective Shared Security Documents to which they are a party, the Collateral Agent shall be entitled to reimbursement from the proceeds of Collateral, but the Collateral Agent shall have no claim against any Secured Creditor (other than against Minimum Payment Guarantors as, and to the extent, provided in Sections 6(c) and (d) hereof) for reimbursement or indemnification. (b) Notwithstanding any provision of this Agreement or any Shared Security Document to the contrary, the Collateral Agent shall have the right to forbear from taking any action or exercising any remedy under any Shared Security Document or applicable law, including, without limitation, the foreclosure upon or the taking of title to any Collateral, if, in the good faith judgment of the Collateral Agent, the Collateral Agent or its officers, directors, agents or employees are not adequately indemnified by a Person acceptable to the Collateral Agent from any liability or claim (including, without limitation, any environmental liability or claim) by any -7- 8 person or governmental authority which would result from the taking or refraining from taking of any such action or the exercise or refraining from exercising of any such remedy; provided that the Collateral Agent acknowledges that the indemnity provided in Sections 6(c) and (d) hereof shall be reimbursed adequate, for purposes of this Section 6(b), for so long as such indemnity remains in effect and the initial Minimum Payment Guarantors (or successor Minimum Payment Guarantor or Minimum Payment Guarantors reasonably acceptable to the Collateral Agent) remain obligated hereunder. (c) The Minimum Payment Guarantors hereby jointly, severally and in solido indemnify, save and hold harmless and agree to defend the Collateral Agent, its reasonable officers, directors, shareholders, employees, agents and representatives (the "Indemnified Parties") from and against any and all suits, causes of action, proceedings, claims, controversies, damages, liabilities, losses, demands, costs and expenses (including reasonable attorneys' feesfees and court costs) of any kind which may at any time be brought by any Person against, or incurred by, any Indemnified Party (collectively, "Liabilities"), arising from or relating to (i) this Agreement, any of the Shared Security Documents or any agreement or instrument to which the Collateral Agent is a party which is executed in connection herewith or therewith, (ii) any Collateral, and/or (iii) any act or omission of the Collateral Agent or any other Indemnified Party in connection with the taking of any action (or the refraining from taking any action) in accordance with and as provided in this Agreement or the Shared Security Documents, excluding, with respect to any of the foregoing, (x) any and all Liabilities caused by or resulting from the gross negligence or willful misconduct of any Indemnified Party and (y) any and all Liabilities to the extent such Liabilities are fully paid, satisfied or reimbursed by the Company or any other Person. The applicable Indemnified Party shall notify the Minimum Payment Guarantors in writing of any Liability subject to indemnification under this Section 6(c) then due and payable, which notice shall specify the amount of any such Liability and shall include reasonable documentation evidencing the payment or satisfaction of such Liability by such Indemnified Party or otherwise evidencing the obligation of such Indemnified Party to pay such Liability. The Minimum Payment Guarantors shall, within forty-five (45) days of receipt of such notice, pay or cause to be paid in full all amounts specified in such notice. The indemnity provided in this Section 6(c) shall be fully transferable to any successor collateral agent retained or engaged under Section 9 hereof upon the resignation of the Collateral Agent (but not upon the removal of the Collateral Agent by the Required Secured Creditors pursuant to Section 9(a) hereof). (d) Notwithstanding anything to the contrary contained in any of the Shared Security Documents or any limitation on the Collateral Agent's fees contained therein, to the extent the fees (which, for purposes of this Section 6(d), shall include, without limitation, all reasonable fees incurred by the Collateral Agent in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in obligations under this Agreement and/or the Collection Account prior to payments on the Transferor Certificates, secondShared Security Documents, to be reimbursed at the extent not paid pursuant to clause first within 60 days of first being incurredCollateral Agent's customary hourly rates) and expenses (including, by the Transferor without limitation, reasonable attorneys' fees and third, to the extent not paid pursuant to clause first disbursements and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee Collateral Agent as provided for acting as such and in connection with any of the transactions contemplated by this Agreement are not timely paid by the Company or any other Transaction DocumentPerson, the Minimum Payment Guarantors agree to reimburse and make whole the Collateral Agent for any such unpaid fees or other expenses within forty-five (iv45) days following written demand thereof from the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received Collateral Agent. (e) To the extent any amounts are paid by it in accordance with the terms hereof. Any amounts payable any Minimum Payment Guarantor to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid Collateral Agent pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionpreceding Sections 6(c) and/or (d), the respective Minimum Payment Guarantor shall be subrogated to the rights of the Collateral Agent to receive such amounts from the Company and/or from proceeds of distributions which would otherwise have been made to the Collateral Agent pursuant to Section 11(a)(i) hereof.

Reimbursement and Indemnification. (a) Several Indemnification by the Institutional Investors. ------------------------------------------------------ The Owner Trustee shall be entitled Institutional Investors shall, severally in proportion to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance number of its duties as Owner Trustee Common Units received hereunder, firstand not jointly and severally, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any indemnify each of the Owner Trustee's representations or warranties contained in Section 7.03 of this AgreementPurchaser and its Affiliates (including, (iii) taxes based on or measured by any feesafter the Closing, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profitsSurviving Corporation), damagesand its and their shareholders (other than the Institutional Investors), claimspartners, actionsofficers, suitsdirectors, judgmentsemployees, out-of-pocket costsagents, expenses representatives, successors and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever permitted assigns (collectively, the "LiabilitiesCompany Parties") which may be imposed onand shall --------------- save and hold each of them harmless against and pay on behalf of or reimburse such Company Party for any loss, incurred by Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or asserted at any time against it in any way relating to expense, whether or not arising out of the Trust Estatethird party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the properties included thereinforegoing, and taking into account the administration time cost of money actually expended by the Indemnitee (as defined below) using the prime rate as published by the Wall Street Journal as the discount rate) (collectively, "Losses"), which any such Company Party may suffer, sustain or ------ become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach of any representation or warranty of the Trust Estate Company under this Agreement, or in any action or inaction of the Owner Trustee hereunder certificates furnished by the Company pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Company under this Agreement; or (iii) any Assumed Liabilities; provided, however, that, with respect to any claim for -------- indemnification under clause (i) of this Section 10.02, other than with respect ------------- to breaches of representations and warranties contained in Sections 4.08 (Tax ------------------ Matters) and 4.15 (Environmental and Safety Matters) the Transaction DocumentsInstitutional Investors ---------------------------------------------------- shall not have any obligation to indemnify any Company Party from and against any Losses unless and until the Company Parties collectively shall have suffered Losses by reason of all such breaches in excess of $500,000 and then only to the extent such Losses exceed $500,000, except and provided further that claims for ---------------- indemnification with respect to breaches of representations and warranties contained in Section ------- 4.15 (Environmental and Safety Matters) may be made without giving effect to any --------------------------------------- disclosures set forth on the Environmental Schedule (i.e., as if there had been ---------------------- no disclosures on such schedule); and provided further that the Company Parties ---------------- may only make a claim for indemnification against Assumed Liabilities to the extent that such the aggregate amount of Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations Company and its Subsidiaries arising out of, related to or warranties contained in Section 7.03 of this Agreement, (iii) taxes based caused by any Circumstances existing on or measured by any feesprior to the Closing Date, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Documentstate of facts existing on or prior to the Closing Date exceeds the aggregate amount of Liabilities set forth on the Assumed Liabilities Schedule (it being understood that as a result of ---------------------------- such aggregation of Liabilities and the resulting inability to determine whether an increase in any particular Liability set forth on the Assumed Liabilities Schedule will ultimately result in an indemnification obligation of the Institutional Investors, or (ivnotwithstanding the provisions of Section 10.02(e) the Owner Trustee's failure ---------------- Purchaser will only be required to use reasonable care to receive, manage turn over defense of any individual Liability which may be the subject of a claim for indemnification against Assumed Liabilities arising out of a third-party claim if and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account extent that the Institutional Investors agree to pay such claim at the time of their assumption of the indemnities set forth defense thereof, subject only to the right of the Institutional Investors to be reimbursed for such payment to the extent that it is later determined that the aggregate amount of Assumed Liabilities is less than the amount of such payment plus all other interim payments made by the Institutional Investors in this Section 8.02 shall be payablerespect of Assumed Liabilities. In the event that the aggregate amount of Assumed Liabilities is less than the amount of all interim payments made by the Institutional Investors in respect of Assumed Liabilities, firstthe Company will provide notice of such overpayment, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, secondalong with a detailed explanation thereof, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the Institutional Investors promptly after termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionsurvival period for indemnification against Assumed Liabilities.

Reimbursement and Indemnification. Each of the Lenders severally and not jointly agrees (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not reimbursed or otherwise paid by the Borrower or any Subsidiary Borrower (pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from Section 10.5 hereof)) (i) to reimburse the Owner Trustee's own willful misconductAdministrative Agent, bad faith in the amount of its proportionate share of the Total Commitment in effect on the date on which such reimbursement is sought (or, if reimbursement is sought after the date upon which the Total Commitment shall have been terminated in its entirety, in the amount of its proportionate share of the Total Commitment immediately prior to such date), for any expenses and fees incurred for the benefit of the Lenders under the Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the administration or gross negligence, enforcement thereof; (ii) to indemnify and hold harmless the inaccuracy of Administrative Agent and any of its directors, officers, employees, or agents, on demand, in the Owner Trustee's representations or warranties contained in Section 7.03 amount of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any its proportionate share of the transactions contemplated by this Agreement or any other Transaction DocumentTotal Commitment in effect on the date on which such indemnification is sought (or, or (iv) if indemnification is sought after the Owner Trustee's failure date upon which the Total Commitment shall have been terminated in its entirety, in the amount of its proportionate share of the Total Commitment immediately prior to use reasonable care to receivesuch date), manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any of them in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate Fundamental Documents or any action taken or inaction omitted by it or any of the Owner Trustee hereunder or them under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, Fundamental Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor and third, to Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal gross negligence or resignation willful misconduct of the Owner Trustee hereunder. LossesPerson seeking indemnification); and (iii) to indemnify and hold harmless the Issuing Lenders (other than in respect of Competitive Letters of Credit) and any of their respective directors, claimsofficers, employees, or agents or demand in the amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, liabilitiespenalties, and actions, judgments, suits, costs expenses in or disbursements of any way attributable kind or nature whatever which may be imposed or incurred by or asserted against it relating to defaults on or arising out of the Mortgage Loans are excluded issuance of any Letters of Credit not reimbursed by the Borrower or one of its Subsidiaries (including any Subsidiary Borrower) (except such as shall result from the coverage gross negligence or willful misconduct of the provisions of this SectionPerson seeking indemnification).

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled Committed Xxxxxxx agree to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in reimburse and indemnify the performance Facility Agent, the Paying Agent, the Documentation Agent and the Calculation Agent and each of its duties their respective officers, directors, employees, representatives and agents ratably according to their Commitments, as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, secondapplicable, to the extent not paid pursuant to clause first within 60 days of first being incurred, or reimbursed by the Transferor Borrower (i) for any amounts for which such Agent, acting in its capacity as an Agent, is entitled to reimbursement by the Borrower hereunder and third(ii) for any other expenses incurred by such Agent, in its capacity as an Agent, and acting on behalf of the Lenders or the Secured Parties, in connection with the administration and enforcement of this Agreement and the other Transaction Documents; provided, however, that an Agent shall not be entitled to reimbursement or indemnification under this Section 10.6(a) for amounts or expenses resulting from the gross negligence, willful misconduct or bad faith of such Agent. (b) The Committed Lenders in each Lender Group agree to reimburse and indemnify the Managing Agent for such Lender Group and its officers, directors, employees, representatives and agents ratably according to their Commitments, as applicable, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, or reimbursed by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from Borrower (i) for any amounts for which such Managing Agent, acting in its capacity as Managing Agent, is entitled to reimbursement by the Owner Trustee's own willful misconduct, bad faith or gross negligence, Borrower hereunder and (ii) the inaccuracy of for any other expenses incurred by such Managing Agent, in its capacity as Managing Agent, and acting on behalf of the Owner Trustee's representations or warranties contained Lenders in Section 7.03 of this Agreementits Lender Group, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination enforcement of this Agreement and the removal other Transaction Documents; provided, however, that a Managing Agent shall not be entitled to reimbursement or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and indemnification under this Section 10.6(b) for amounts or expenses in any way attributable to defaults on the Mortgage Loans are excluded resulting from the coverage gross negligence, willful misconduct or bad faith of the provisions of this Sectionsuch Managing Agent.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled Each Secured Party (other than the Administrative Agent and the Collateral Agent) agrees to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) reimburse the Owner Trustee's own willful misconductAdministrative Agent and the Collateral Agent for such Secured Party’s [pro rata share of outstanding Credit Extensions held by such Secured PartyPro Rata Percentage (or, bad faith in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09(a) with respect to acts or gross negligenceomissions that occurred prior to such assignment, such assigning Lender’s [Commitment]Pro Rata Percentage prior to such assignment) of (iix) any expenses and fees incurred by such Agent for the inaccuracy benefit of Secured Parties under this Agreement and any of the Owner Trustee's representations or warranties contained in Section 7.03 other Loan Documents, including, without limitation, counsel fees and compensation of this Agreementagents and employees paid for services rendered on behalf of the Secured Parties, (iii) taxes based on or measured by and any fees, commissions or compensation received by the Owner Trustee for acting as such other expense incurred in connection with the operation or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of such Agent incurred for the benefit of the transactions contemplated by Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Transaction DocumentLoan Document and have failed to so reimburse, and (ii) indemnify and hold harmless such Agent and any of its directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s [Commitment]Pro Rata Percentage (ivor, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09(a) the Owner Trustee's failure with respect to use reasonable care acts or omissions that occurred prior to receivesuch assignment, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless such assigning Lender’s [Commitment]Pro Rata Percentage prior to such assignment), from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at against such Agent or any time against it Secured Party in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any of the other Transaction Document, Loan Documents or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received any action taken or omitted by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account or any of them under this Agreement or any of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, secondother Loan Documents, to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor Loan Parties, including, without limitation, costs of any suit initiated either by such Agent against any Secured Party or against such Agent or Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and thirdnon-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); provided, to however, that the extent not paid pursuant to clause first and second within 60 days unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. (b) The provisions of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 SECTION 8.09 shall survive the repayment or assignment of the Obligations and the termination of the Commitments and, in the case of any Lender that has assigned its Commitments and/or Loans pursuant to SECTION 9.07 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this Agreement and the removal SECTION 8.09 with respect to acts or resignation of the Owner Trustee hereunder. Lossesomissions that occurred prior to such assignment, claims, damages, liabilities, and expenses in with respect to events which have occurred prior to any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionsuch assignment.

Reimbursement and Indemnification. (a) The Owner Trustee shall be entitled Pledgor hereby agrees to be reimbursed for pay, and to protect, indemnify and save harmless Financial Security and its reasonable expenses (including reasonable attorneys' fees) incurred in officers, directors, shareholders, employees, agents and each Person, if any, who controls Financial Security within the performance meaning of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any either Section 15 of the Owner Trustee's representations Securities Act or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any 20 of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless Securities Exchange Act from and against against, any and all liabilitiesclaims, obligationslosses, indemnity obligations, losses liabilities (excluding loss of anticipated profitsincluding penalties), damages, claims, actions, suits, judgments, out-of-pocket costsdemands, damages, costs or expenses (including, without limitation, the costs and disbursements expenses of defending against any claim of liability) of any nature arising out of or in connection with this Pledge Agreement, except such loss, liabilities, actions, suits, judgments, demands, damages, costs or expenses as shall result from the negligence, bad faith or willful misconduct of Financial Security or its officers, directors, shareholders, employees, agents and each Person, if any, who controls Financial Security within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act; PROVIDED, however, that, any provision herein to the contrary notwithstanding: (i) Pledgor's obligations pursuant to this Section 15 arising in connection with any breach of Section 5 or Section 6 hereof shall be limited to amounts payable (A) pursuant to a drawing under Irrevocable Letter of Credit No. P-360919 issued by The Chase Manhattan Bank and dated April 1, 1998 and (B) from the Collateral, including legal pursuant to any action taken with respect to the Collateral pursuant to Section 10 hereof; and (ii) The only damages indemnifiable or payable with respect to a breach of Section 7 hereof shall be any loss or damages which (A) are not recovered by a drawing under Irrevocable Letter of Credit No. P-360919 issued by The Chase Manhattan Bank and consultantsdated April 1, 1998, and (B) result from the loss of the ability or right, or any delay in the exercise of ability or right, of either the "Collateral Agent" under the Collateral Assignment Agreement or Financial Security to realize the full and timely benefits of the Defeasance Eligible Investments or other Borrower Collateral, or any loss resulting from a delay in such realization, including any and all charges, fees, costs and expenses which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (1) and taxes reimbursement of the Collateral Agent, or (2) the administration, enforcement, defense or preservation of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against it rights in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy respect of any of the Owner Trustee's representations Related Documents (as defined in the Insurance Agreement), including defending, monitoring or warranties contained participating in Section 7.03 any litigation or proceeding (including any bankruptcy proceeding in respect of this Agreement, (iiithe Pledged Entity or any affiliate of the Pledged Entity) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with relating to any of the transactions contemplated by this Agreement or Related Documents, any other Transaction Document, or (iv) the Owner Trustee's failure party to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account any of the indemnities set forth in Related Documents or the Transaction. (b) The obligations of Pledgor under this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 15 shall survive the termination of this Pledge Agreement and the resignation or removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this SectionCollateral Agent.

Reimbursement and Indemnification. Each Secured Party (aother than the Agents) The Owner Trustee shall be entitled agrees to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) reimburse the Owner Trustee's own willful misconductAgents for such Secured Party’s pro rata share of outstanding Obligations held by such Secured Party (or, bad faith in the case of any Lender that has assigned its Commitments pursuant to SECTIONSection 9.04 hereof where the applicable assignee has not ratably assumed such Lender'’s obligations under this SECTIONSection 8.08 with respect to acts or gross negligenceomissions that occurred prior to such assignment, such assigning Lender'’s Commitment Percentage prior to such assignment) of (iix) any expenses and fees incurred by any Agent for the inaccuracy benefit of Secured Parties under this Agreement and any of the Owner Trustee's representations or warranties contained in Section 7.03 other Loan Documents, including, without limitation, counsel fees and compensation of this Agreementagents and employees paid for services rendered on behalf of the Secured Parties, (iii) taxes based on or measured by and any fees, commissions or compensation received by the Owner Trustee for acting as such other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the transactions contemplated by Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Transaction DocumentLoan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentage (iv) or, in the Owner Trustee's failure case of any Lender that has assigned its Commitments pursuant to use reasonable care SECTIONSection 9.04 hereof where the applicable assignee has not ratably assumed such Lender'’s obligations under this SECTIONSection 8.08 with respect to receiveacts or omissions that occurred prior to such assignment, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless such assigning Lender'’s Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits)losses, damages, claimspenalties, actions, judgments, suits, judgments, out-of-pocket costs, expenses and expenses, or disbursements (including legal and consultants' fees and expenses) and taxes of any kind and or nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by by, or asserted at any time against it or any Secured Party in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any of the other Transaction Document, Loan Documents or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received any action taken or omitted by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account or any of them under this Agreement or any of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, other Loan Documents to the extent not paid pursuant to clause first within 60 days of first being incurred, reimbursed by the Transferor Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and thirdnon-appealable judgment to have resulted from the gross negligence or DB1/ 98023701.7 willful misconduct of such Agent); provided, to however, that the extent not paid pursuant to clause first and second within 60 days unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 SECTIONSection 8.08 shall survive the repayment of the Obligations and the termination of the Commitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTIONSection 9.04 hereof where the applicable assignee has not ratably assumed such Lender'’s obligations under this Agreement and the removal SECTIONSection 8.08 with respect to acts or resignation of the Owner Trustee hereunder. Lossesomissions that occurred prior to such assignment, claims, damages, liabilities, and expenses in with respect to events which have occurred prior to any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Sectionsuch assignment.